Terms of Use

Preamble

1. The Service Provider offers its clients customized support including:

(i) financial support services ("Stack Finance"),

(ii) the provision of a software solution designed to centralize financial information in an automated manner ("Stack Tech"),

(iii) pre-accounting data processing services and accounting services ("Stack Compta")

(iv) administrative assistance services ("Stack Admin").

2. As part of its business, the Client wished to benefit from all or part of the services offered by the Service Provider.

3. The Parties have come together to formalize, under the terms of this framework agreement, the terms and conditions under which the Service Provider shall perform the services entrusted to it by the Client (the "General Terms and Conditions of Use" ).

Article 1 – Definitions and interpretations

speaks Service Provider.

3. The Parties have come together to formalize, under the terms of this framework agreement, the terms and conditions under which the Service Provider shall perform the services entrusted to it by the Client (the "General Terms and Conditions of Use" ).

Article 1 – Definitions and interpretations

In this Agreement, the terms beginning with a capital letter and listed below shall have the following meanings.

"Terms and Conditions of Use" refers to this document and its Annexes.

"Contract"refers to the contractual package comprising these General Terms and Conditions of Use and, where applicable, the Quote and/or the Letter of Engagement.

"Connectors" means technologies that enable connection to the Services.

"Quote" refers tothe document approved by the Customer detailing the scope of services purchased from the Service Provider. In the event of a conflict, the Quote shall prevail over the provisions of this Agreement, including its Annexes.

"Access Data" means a username and password combination, possibly associated with a strong authentication protocol, issued by the Service, allowing access to information relating to the Service.

"Primary Data" means the Client's accounting or financial data available on the Client's management tools.

"Secondary Data" refers to data processed by the Service Provider in connection with the Services subscribed to based on the Primary Data.

"Personal Data" means any information relating to a User, an identified or identifiable natural person, directly or indirectly, by reference to an identification number or to one or more factors specific to that person.

"Documentation" refers to a set of documents explaining the Solution and its use (description and configuration manuals, terms of use, etc.) provided by the Service Provider to the Customer in any form (paper, digital, etc.).

"Intellectual Property Rights" means any patent rights, trademarks, company names and trade names, signs, copyrights and related rights, sui generis rights to databases, know-how, designs and models, domain names, and any other intellectual property rights registered or renewed of any kind anywhere in the world.

"Engagement Letter" refers to the document approved by the Client detailing the scope of the Accounting Services subscribed to from the Service Provider. In the event of a conflict, the Engagement Letter shall prevail over the provisions of this Agreement, including its Annexes.

"Transaction" refers to an entry linked to an accounting document.

"Authorized Persons" means the Customer's persons who have access to the Solution.

"Service Provider" refers to, depending on the type of Services provided:

- AIRPORTING SAS, with capital of €30,000, whose registered office is located at 10 rue de Penthièvre, 75008 Paris, identified under the unique number 888 236 460 in the Paris Trade and Companies Register.

- AIRPORTING EC SAS, with capital of €1,000, whose registered office is located at 10 rue de Penthièvre, 75008 Paris, identified under the unique number 922 573 480 in the Paris Trade and Companies Register.

"Services" refers tothe services as described in Article 3 of the General Terms and Conditions of Use.

"Financial support services" refers to the financial support services provided on behalf of the Client ("Stack Finance").

"Administrative assistance services" refers to administrative assistance services provided on behalf of the Client ("Stack Admin").

"Pre-accounting data processing services" refers to data processing services using pre-accounting software agreed upon by the Parties. ("Stack Compta")

"Accounting Services" refers to bookkeeping tasks (preparation of annual accounts and mandatory tax returns), which must be handled by the accounting firm AIRPORTING EC SAS, registered with the Order of Chartered Accountants under number 140002505801. ("Stack Compta")

"Solution Provision Services" referstoall services provided by the Service Provider to the Customer in SaaS mode, as defined in the General Terms and Conditions of Use, and more specifically (i) the provision of the Solution, (ii) corrective maintenance and security of the Solution, (iii) as well as any other service referred to in Article 3.3.of the General Terms and Conditions of Use. ("Stack Tech")

"Personal Data Protection Regulations" referstoany legislative or regulatory provision, whether European or national, resulting in particular from Regulation 2016/679/EU of April 27, 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the "Regulation "), the amended Law No. 78-17 of January 6, 1978 on information technology, files, and civil liberties and its implementing provisions, as well as any other applicable regulations in this area, which may be added or substituted at a later date.

"Service" refers to an information service of the following types: Bank, Payment Provider, Purchase Invoice, Payroll, Pre-Accounting

"Solution" refers to the financial tracking software solution developed by the Service Provider as described in Appendix 1 of the Terms and Conditions of Use.  

Article 2 – Purpose

2.1. The purpose of these General Terms and Conditions is to define the terms and conditions under which the Service Provider shall provide the Services described in the Quote and/or the Engagement Letter to the Client.

The Services offered by the Service Provider to the Customer are listed in Article 3 of the General Terms and Conditions of Use. However, it is expressly agreed between the Parties that the Customer may subscribe to all or part of said Services in the Quote and/or the Letter of Engagement.

2.2. Any new service or obligation not covered by the Quote and/or the Letter of Engagement or these General Terms and Conditions of Use shall be subject to an amendment negotiated in good faith between the Parties.

Article 3 – Description of services

AIRPORTING offers the Client the following Services:  

3.1. Financial support services ("Stack Finance")

Financial support services include, but are not limited to:

- Support in framing historical and projected financial information (financial reporting, financial model) and setting up activity monitoring tables (dashboards, KPIs)

- Assistance in seeking dilutive and non-dilutive financing (equity, debt, grants)

- Support in managing and optimizing the client's finance function (provider management, resource recruitment, process optimization)

These services will be defined by mutual agreement between the Client and the Service Provider and definitively validated in the Quote. It is expressly agreed between the Parties that the Client may also freely call upon any third party of its choice to perform these services.

3.2. Pre-accounting data processing services and accounting services ("Stack Compta")

3.2.1. Pre-accounting data processing services include the following services:

- Entering purchase invoices in the Electronic Document Management (EDM) section of the Pre-Accounting or Purchasing Management software.

- Entering bank reconciliations in the "Bank" section of the Pre-Accounting software

3.2.2. Pre-accounting data processing services do not include:

- Collecting information for year-end inventory entries

- Accounting treatment of fixed assets (depreciation table)

- Justification of balances and consistency checks on accounts

- A critical review of the accounts as a whole

- Maintaining legal accounting records

- Periodic VAT returns

- Income statement (Cerfa 2065 and appendices)

- Preparing other one-off tax returns (in particular the CET)

- Preparing the annual DAS-2 fee declaration

- Assistance in the event of a potential tax audit

It is expressly agreed between the Parties that the Client may freely engage any third party of its choice to perform the Pre-Accounting Data Processing Services.

These services will be defined by mutual agreement between the Client and the Service Provider and definitively validated in the Quote. It is expressly agreed between the Parties that the Client may also freely call upon any third party of its choice to perform these services.

In the event that Access Data is considered sensitive payment data within the meaning of Article L.133-4 of the Monetary and Financial Code, the Customer is informed that such data will never be used or manipulated by AIRPORTING, as it must necessarily be connected by the Customer themselves.

3.2.3. Accounting Services include pre-accounting data processing services, as well as:

- Collecting information for year-end inventory entries

- Accounting treatment of fixed assets (depreciation table)

- Justification of balances and consistency checks on accounts

- A critical review of the accounts as a whole

- Maintaining legal accounting records

- Periodic VAT returns

- Income statement (Cerfa 2065 and appendices)

- Preparing other one-off tax returns (in particular the CET)

- Preparing the annual DAS-2 fee declaration

- Assistance in the event of a potential tax audit

Accounting Services will be performed and invoiced by AIRPORTING EC, an accounting firm registered with the Order of Chartered Accountants under number 140002505801.

These Accounting Services will be the subject of a specific Engagement Letter. These Accounting Services will be defined by mutual agreement between the Client and the Service Provider and definitively validated in the Engagement Letter.

3.3. Services for providing the Solution ("Stack Tech")

3.3.1. The Service Provider undertakes to make the Solution available to the Customer via the Internet. This remote access enables the processing of data transmitted by the Customer.

3.3.2. In addition to the Service Provider's commitment set out in Article 3.3.1. above, the Service Provider shall provide (i) corrective maintenance and security for the Solution and (ii) where applicable, any type of optional services that may be requested by the Customer from the Service Provider, such as consulting, training, requests for new features, etc. These optional services shall be subject to additional billing.

3.3.3. The provisions relating to (i) Data security and (ii) subcontracting specific to the Service provided by the Solution are set out in Appendices 2 and 3 of the Terms and Conditions of Use, respectively.

3.4. Administrative assistance services ("Stack Admin")

Administrative assistance services include, but are not limited to:

- Assistance in collecting administrative documents

- Assistance in preparing supplier payments

- Assistance in preparing pay slips

- Assistance with invoicing and customer reminders

These services will be defined by mutual agreement between the Client and the Service Provider and definitively validated in the Quote. It is expressly agreed between the Parties that the Client may also freely call upon any third party of its choice to perform these services.

3.5. Conditions for performing the Services

AIRPORTING undertakes to perform the Services in accordance with best practices and to exercise all due care and diligence.

The Parties agree that AIRPORTING may freely use the trademarks, logos, trade names, company names, and more generally any other intellectual property rights attached to the Client's services and products in the context of providing the Services.

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Article 4 – Obligations of the parties

4.1. Obligations of AIRPORTING

4.1.1. The Service Provider undertakes to exercise all appropriate care and diligence in performing the Services subscribed to by the Customer in the Quote, in accordance with the provisions of the General Terms and Conditions of Use. Where applicable, the Service Provider undertakes to make the Solution available in accordance with Appendix 1 of the General Terms and Conditions of Use and to provide all Documentation to the Client from the start of the provision.

The Service Provider undertakes in particular to

(i) ensure the management, control, and coordination of the implementation of the Terms and Conditions of Use;

(ii) implement and provide the Services in accordance with the terms and conditions set out in the General Terms and Conditions of Use,

(iii) define and implement the processes and means necessary for the proper implementation of the Terms and Conditions of Use.

4.1.2. The Service Provider is solely responsible for maintaining the Solution ("Stack Tech"). In the event of an interruption to the Solution for maintenance purposes, the Service Provider undertakes to inform the Customer at least three (3) days before the interruption, which should preferably take place outside of periods when the Solution is accessible.  

It also undertakes to make the necessary changes to the Solution to ensure that it remains compliant with market standards and state-of-the-art technology.

The Service Provider is required to take all customary precautions, with regard to the services entrusted to it and which are required in the profession for the security and protection of the Data, content, programs, and operating systems to which it may have access.

4.1.3. During the term of the General Terms and Conditions of Use, the Service Provider undertakes to make regular backups of the Secondary Data transmitted by the Customer. In addition, it undertakes to preserve the integrity and confidentiality of the Data communicated by the Customer.

4.2. Customer Obligations

4.2.1. The Customer undertakes to comply with the terms of use of the Solution ("Stack Tech") as set out in the Documentation and any relevant instructions given by the Service Provider.

The Customer shall specify its requirements in accordance with the operating rules agreed between the Parties and shall notify the Service Provider as soon as possible of any malfunction observed in the use of the Solution or any interruption in access to the Solution. The Service Provider shall diagnose the malfunction and then implement a correction.

The Customer shall do its utmost to acquire and maintain the skills required to use the Solution and Services covered by the General Terms and Conditions of Use, and to follow the training recommended by the Customer.

 4.2.2. It is the Customer's responsibility to accurately enter and transmit the data exchanged between the Parties within the framework of the General Terms and Conditions of Use, in accordance with the specified formats, methods, and transmission frequencies.

 4.2.3. The Customer undertakes to pay the corresponding price as specified in the Quote.

Article 5 – Liability and Indemnification

5.1. In the context of performing the Services, the Service Provider is bound by an obligation of means. The Service Provider undertakes to take all necessary care in performing the Services, in accordance with best practice.

Each Party shall be liable for the consequences of its faults, errors, or omissions, as well as the faults, errors, or omissions of any subcontractors, causing direct damage to the other Party.

The Service Provider shall only be liable for compensation for actual, direct, personal, and certain damage suffered by the Customer. The Service Provider shall in no event be liable for compensation for indirect damage suffered by the Customer and/or any damage resulting from a case of force majeure.

The Client remains solely responsible to third parties for the completeness, reliability, and accuracy of the accounting and financial information, and the Service Provider cannot be held liable in any way in this regard.

Furthermore, the Client acknowledges that the Service Provider shall not be liable for the Client's use of the documents and information produced by the Service Provider in connection with the Services.

5.2. The Client expressly acknowledges that pre-accounting data processing services are in no way comparable to an "Assignment" within the meaning of the code of ethics of the Order of Chartered Accountants.

Only Accounting Services are considered to be a "Mission" within the meaning of the Code of Ethics of the Order of Chartered Accountants. They will necessarily be performed and invoiced by AIRPORTING EC SAS, registered with the Order of Chartered Accountants under number 140002505801.

5.3. The Service Provider shall ensure the development and maintenance of the Connectors, excluding those developed by third parties.

The Company acknowledges that the permanent availability of the Connectors is not within its control and that no guarantee can be provided in this regard under the Contract.

The definition of access rights to the Solution is the sole responsibility of the Customer.  

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Article 6 – Financial Provisions

6.1. In consideration for the Services, the Client undertakes to pay the Service Provider, on a monthly basis, remuneration that is either fixed at the time of the order and set out in the Quote, or variable, depending on the time spent or the success of an Assignment, the basis for which is multiplied by the rate defined in the Quote.

Any change in scope shall be subject to an amendment to the Quotation between the Parties.

The Parties agree that all prices indicated in this Agreement shall be subject to an annual review, automatically and without formalities, on the anniversary date of the conclusion of the Agreement, based on the variation in the SYNTEC index according to the following formula:

P = Po x S / So. P = price after revision.

Po = initial price for the first revision, then price from the previous revision for subsequent revisions.

S = most recent SYNTEC index published on the date of the royalty review.

So = value of the SYNTEC index in effect on the date this Agreement was signed for the first revision, then value of the SYNTEC index on the date of the previous revision for subsequent revisions.

In the event that either index disappears, the Parties shall agree on the new index or indices to be used to establish a formula with comparable effect.

6.4. The Service Provider's remuneration is in euros excluding tax. As payment is subject to VAT, prices excluding tax will be increased by the Value Added Tax at the rate in force at the time of the chargeable event.

It is understood that all reasonable costs, taxes, and expenses, such as, in particular, travel and accommodation costs in the province and/or abroad (the Service Provider's Paris office being considered the reference location), for the purposes of the Services, shall be borne by the Client, who undertakes to reimburse the Service Provider upon presentation of an invoice with supporting documentation.

However, any advance payment or disbursement exceeding three hundred (300) euros excluding tax must be approved in advance by the client via email.

Invoices will be issued monthly and sent by the Service Provider to the Customer's email address.

Payment of Fees and expenses shall be made using the payment method specified in the Quote, upon receipt of a valid invoice from the Service Provider.

6.5. Any amount remaining unpaid thirty (30) days after its due date shall bear late payment interest calculated at three (3) times the legal interest rate, plus a fixed compensation of 40 euros, not subject to VAT, due for recovery costs.

The Service Provider reserves the right to suspend access to the Solution or to terminate the Contract automatically in the event of late payment.

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Article 7 – Term – Termination of the Agreement – Force Majeure

7.1. The Contract shall take effect from the date of its signing by all Parties for the term agreed between them in the Specification and/or the Letter of Engagement.  

Unless terminated by either Party by registered letter with acknowledgment of receipt, subject to the notice period specified in the Quote and/or Letter of Engagement, it shall be tacitly renewed for successive periods of the same duration as the initial period.

7.2. The Contract may be terminated by either Party, as of right, without judicial intervention, in any of the following cases:

▪ failure by the other party to fulfill its material obligations under the Agreement, which is not remedied within fifteen (15) days of the date of first presentation of a formal notice sent by registered letter with acknowledgment of receipt;

▪ freely by mutual agreement between the Client and the Service Provider, subject to thirty (30) calendar days' notice from the date of dispatch of an email or letter sent for this purpose. It is specified that the two parties will then agree on a schedule for the termination of the Services.

▪ cessation of business by the other Party for any reason whatsoever.

It is specified that in the event of termination of the Contract, any invoices issued remain payable to the Service Provider. Services performed by the Service Provider but not yet invoiced will be subject to a separate invoice, which will also be payable to the Service Provider. Certain Services may be covered by the article entitled "Resale Right."

7.3. In the event of force majeure, as defined by the law and case law in force in France, the liability of each Party shall be excluded. If, as a result of a case of force majeure, the Parties are forced to interrupt their relationship, the performance of the Contract shall be suspended for as long as the Party is unable to fulfill its obligations.However, if this interruption exceeds thirty (30) days, this Contract may be terminated immediately and without notice by either Party without compensation to either Party.

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Article 8 – License – Warranties

8.1. As part of the Services for providing the Solution, the Service Provider grants the Customer a personal, non-exclusive, non-assignable, and non-transferable right to use the Solution throughout the term of the Agreement and worldwide, via remote access from the Customer's connection to the Service Provider's server.

The Customer may only use the Solution in accordance with its needs and the Documentation as previously provided by the Service Provider.

The Customer may not under any circumstances make the Solution available to a third party, and strictly refrains from any use other than that provided for in the Contract, in particular any adaptation, modification, translation, arrangement, distribution, or reproduction, without this list being exhaustive.

8.2. The Service Provider declares that it is the sole owner of the intellectual property rights to the Solution and programs made available to the Customer by the Service Provider under this Agreement, or that it holds all rights to these in order to enter into this Agreement. The Service Provider guarantees that the Customer's use of the Solution within the framework and in accordance with these terms and conditions does not in any way infringe the rights of third parties. Where applicable, the Service Provider guarantees the Customer in the event of legal action taken against it on the grounds that the Solution made available to it by the Service Provider infringes the intellectual property rights of a third party. The Service Provider undertakes to inform the Customer, as soon as it becomes aware of it, of any request, claim or proceeding brought or initiated on such grounds, whether judicial or extrajudicial, and to provide the Customer, at no cost to the latter, with all the documents and information in its possession, as well as all the assistance required that may be necessary for its defense.

The Service Provider shall do its utmost to ensure that the Solution is free of errors and/or available without interruption, except during maintenance periods. The Service Provider undertakes to correct any errors that occur during the performance of the Contract.

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Article 9 – Personal Data

The Parties undertake to ensure that the processing of Personal Data carried out within the framework of this Agreement complies with the Personal Data Regulations. The Parties undertake to implement all appropriate technical and organizational measures to ensure that the processing of Personal Data meets the requirements of the Personal Data Regulations and guarantees the protection of the rights of the persons concerned.

Each Party acknowledges that it is fully aware of the obligations under the Personal Data Regulations that it considers essential and that apply to it in its capacity as data controller and/or data processor within the meaning of the Personal Data Regulations.

Each Party undertakes to comply with the Personal Data Regulations. The respective obligations of the Parties are specified in Appendices 4.A (Personal Data Appendix - General) and 4.B (Personal Data Appendix - Description of data and processing).

Article 10 – Confidentiality

The terms of the Agreement are strictly confidential, as are any elements or information relating to its negotiation or execution. Each Party undertakes, both during the term of this Agreement and for a period of twelve  (12) months after its expiration for any reason whatsoever, to keep confidential all information exchanged between them, whether oral or written, in connection with the negotiation and performance of the Agreement, including in particular the information and files transmitted between them, the nature of the Services performed, the financial terms, documentation of any kind (commercial, legal, tax, contractual, etc.), etc. (the " Confidential Information ").

Consequently, the Parties undertake, during the aforementioned period, to:

• disclose this contract only to members of its staff who need to know it for the exclusive purposes of the Services. In this regard, each Party shall ensure compliance with this article by its staff, their representatives, and any external service providers it uses in connection with the Contract;

• take the same measures that it takes with regard to its own confidential information to prevent its communication or disclosure to third parties.

This confidentiality obligation shall not apply to information which, within the meaning hereof, should be considered Confidential Information, but which the Party concerned can prove:

1. were already in its possession, that of its staff, representatives, agents, or service providers on the date of their disclosure by the other Party without the latter being bound by any confidentiality obligation;
2. were already in the public domain on the date of their disclosure or became so after that date through no action on the part of the company or its staff, representatives, agents, or service providers;
3. have been communicated on a non-confidential basis by a source other than the other Party, its personnel, representatives, agents, or service providers who are not subject to any prohibition (including legal or contractual) on disclosing such information;
4. have been authorized in writing for disclosure by the other Party;
5. are subject to a disclosure obligation based in particular on a law, regulation, order, or judgment issued by a judicial or administrative authority;
6. that their disclosure is necessary to protect its interests in judicial or administrative proceedings.

Article 11 – Insurance and Legal Obligations

11.1. The Service Provider undertakes to take out and maintain, with a company known to be solvent, throughout the term of the Contract, a civil liability insurance policy covering the risks resulting from bodily injury, property damage, and/or consequential or non-consequential immaterial damage caused to third parties as a result of its professional activity.

11.2. The Service Provider guarantees that it complies with the applicable legal and regulatory obligations regarding personnel management. As such, it shall fulfill its obligations under Articles L.1221-10 et seq. and R.3243-1 and R.3243-2 of the French Labor Code and, consequently, agrees to sign the certificate appearing in Appendix 5 to these General Terms and Conditions of Use.

11.3. In accordance with Article L.8251-1 of the Labor Code, the Service Provider certifies on its honor that, in the event that it calls upon employees of foreign nationality to perform the Contract, the latter are or will be authorized to engage in professional activity in France, in accordance with the provisions of the law of March 11, 1997, relating to the strengthening of the fight against undeclared work and the applicable regulations.

11.4. The Service Provider must comply with the obligations of the law on strengthening the fight against undeclared work by providing the Client with the documents required under Articles D.8222-5 and D.8254-2 of the Labor Code. These documents must be provided spontaneously and renewed every six months by the Service Provider, in the event of renewal of the Contract, to which the Service Provider formally agrees.

11.5. The Service Provider undertakes to ensure that all persons with whom it has any relationship for the performance of this Agreement ("Associated Person"), including, but not limited to, any employee, director, manager, agent, co-contractor, partner, or subcontractor, shall comply at all times with all laws, decrees, regulations, codes, or regulatory guidelines applicable to the fight against corruption, including the French Sapin II Law of December 9, 2016, on transparency, the fight against corruption, and the modernization of economic life; the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act (FCPA) (the "Applicable Provisions") and shall not perform any act that could place the Client in violation of the Applicable Provisions.

The Service Provider represents and warrants that neither it nor any Associated Person has violated or infringed the Applicable Provisions or acted in a manner that would place the Client in violation of the Applicable Provisions.

Article 12 – Exclusivity

The Service Provider and the Company are not mutually bound by any professional exclusivity towards each other.

Article 13 – Assignment

As this Agreement is concluded intuitu personae, it may not be assigned or transferred under any circumstances, nor may the rights and obligations contained therein be assigned or transferred to any person, in any form whatsoever, by either Party without the express prior written consent of the other Party.

Nevertheless, each Party shall be free to assign or transfer this Agreement, whether by assignment of its business, partial contribution of assets, merger, takeover, or transfer of shares, to any of its subsidiaries or affiliated companies within the meaning of Article L.233-3 of the French Commercial Code or any text that may replace it, after written notification to the other Party.

Article 14 – Subcontracting

The Service Provider may call upon third parties for all or part of the Services.

Article 15 – Non-Solicitation of Personnel

The Client shall refrain from recruiting any current or future employee of the Service Provider, or from using the services of any current or future employee outside the scope of the Contract. This prohibition applies regardless of the specialization of the Company employee concerned. It also applies if the proposed recruitment follows an initial solicitation of said employee.  

This clause shall apply during the term of the Contract and for a period of twelve months after its termination.

In the event of non-compliance with this clause, the Client shall pay the Service Provider compensation equal to 25% of the gross annual salary of the employee concerned.

Article 16 – Resale right

As part of the Financial Support Services in the search for financing, if, within six (6) months of the end of the Contract, the Client obtains financing from Financiers contacted and managed by the Service Provider as part of the Services, the Client shall pay the Service Provider the full remuneration calculated on the basis of the financing obtained.

Article 17 – Reference

Subject to the Client's prior written consent, AIRPORTING may reproduce and display, for reference purposes, the Client's trademarks, logos, designs and models, trade names, company names and, more generally, any other rights attached to the services and products belonging to the Client, to any third party, regardless of the means of communication.

Article 18 – Miscellaneous

It is expressly agreed between the Parties that in the event of any provision of this Agreement being invalid, the other provisions of this Agreement shall remain in full force and effect. The Parties shall then negotiate a provision to replace the invalid provision with the same economic effect.

The failure of a Party to invoke any provision of this Agreement shall in no way constitute a precedent or a general waiver of its right to invoke that provision or any other provision.

Pursuant to the provisions of Article 1195 of the Civil Code, the Parties expressly assume the risks associated with any unforeseeable change in circumstances at the time of conclusion of the Contract, each Party being responsible for the related contingencies.

Any notification, formal notice, or other notice served under the Contract must, on pain of nullity, be made in writing and sent by registered letter with acknowledgment of receipt. These shall be sent to the registered office of the Parties indicated in the header of the Contract or to the address where they have elected domicile.

Any modification must be notified by registered letter with acknowledgment of receipt to the other Party in order to be enforceable.

Article 19 – Applicable Law and Jurisdiction

This Agreement is governed exclusively by French law.

In the event of a dispute or claim arising from this Agreement, including, without limitation, its formation, validity, interpretation, performance, and/or termination, the Parties undertake to seek an amicable solution in good faith.

In the absence of an amicable agreement between the Parties, any dispute relating to the validity, interpretation, or performance of the contract shall be submitted to the exclusive jurisdiction of the Paris Commercial Court.

APPENDIX 1 – DESCRIPTION OF THE SOLUTION AND TECHNICAL PREREQUISITES

The Solution aims to provide the Client with visibility on its accounting and financial situation:

1. Exploration of emails, electronic document management solutions, and APIs for collecting accounting documents in PDF, JPEG, or PNG format
2. Interconnection of APIs from various tools (pre-accounting, invoicing, payroll, banks, payment providers, CRM, purchasing management) to facilitate the automatic centralization of pre-accounting and financial data.
3. Processing of data available in the Client's APIs for the production of customized analytical reports
4. Provision of automatically processed data in an email, spreadsheet, or visualization tool
5. Automation of manual tasks

APPENDIX 2 – SAFETY

General considerations

The Institution implements the necessary and appropriate technical and organizational measures to ensure the security, availability, and confidentiality of the Company's information.

The Parties agree that the information retrieved from the Services will be made available via secure web services. Communication will be available exclusively in encrypted form via HTTPS.

The information transmitted to the Company will be sent via email and spreadsheets owned by the Company.

Sensitive connectors (Banks)

The Institution works with Third-Party Subcontractors for all of the most sensitive Connectors. As such, Access Data that may be considered sensitive payment data within the meaning of Article L.133-4 of the Monetary and Financial Code will never be used or manipulated by the Institution, as it must necessarily be connected by the Company itself.

Third-party subcontractors use encryption algorithms that meet high, proven data security standards, and their systems are regularly audited.

"Certified Public Accountant access" connectors

The Institution promotes the development of Connectors via specific read-only access rights, known as "accountant" access rights, created by certain Departments. The Company may at any time grant or withdraw access to the Institution to the Department via this "accountant" access right.

Other Connectors

For other Connectors, the Company acknowledges that it has provided the Institution with read-only Access Data (including API keys) where available.

APPENDIX 3 - SPECIFIC SUBCONTRACTING FOR THE PROVISION OF THE SOLUTION

Airporting subcontracts some of the Connectors offered to Third-Party Subcontractors, including Bankin/Bridge.

Bankin/Bridge is a payment account aggregation and information service published by PERSPECTEEV SAS: the company is authorized as a payment institution by the French Prudential Supervision and Resolution Authority (ACPR), whose number 72649 can be found on the website www.regafi.fr.

Connectors subcontracted to Third-Party Subcontractors are of two types: some are Bank Connectors and some are Purchase Invoice Connectors. They can be identified by the Company, which has access to the Third-Party Subcontractors' hosting platforms via AIRPORTING.

It should be noted that AIRPORTING does not have access to the Access Data of services subcontracted to Third-Party Subcontractors.

APPENDIX 4 - PERSONAL DATA

4.A General information

1. Definitions

Within the framework of their contractual relations, the Parties undertake to comply with the Regulations in force applicable to the processing of personal data.

The terms "Data Controller," "Data Processor," and "Processing" correspond to the definitions provided in the Regulation.

The Parties are qualified for the processing of Personal Data described in Appendix B.

1. Obligations of the Parties  

The Subcontractor undertakes to process Personal Data solely for the purpose(s) subject of the subcontracting, to ensure the confidentiality of Personal Data within the framework of this Agreement, to ensure that persons authorized to process such Personal Data respect confidentiality or are subject to a legal obligation of confidentiality and that they receive the necessary training on the protection of Personal Data.

The Parties undertake to comply with the principles of Article 25 of the Regulation concerning "Data protection by design and data protection by default."

The Data Controller shall provide the Processor with the data referred to in Appendix B for each processing operation, shall ensure that the Processor complies with its obligations, and shall supervise the Processing, in particular by conducting audits.

This annex constitutes documented instruction from the Data Controller to the Processor in accordance with Article 28 of the Regulation.

1. Technical and organizational measures

The Subcontractor undertakes to implement all technical and organizational measures, including the necessary security measures, to ensure the protection and confidentiality of Personal Data.

1. Subcontracting

Any subcontracting of the processing of Personal Data by the Processor to a Sub-processor must obtain the prior, specific, written authorization of the Controller. In the event of any planned change involving the addition or replacement of Sub-processors, the Processor must obtain the prior, specific, written authorization of the Controller. The request must clearly indicate (i) the Processing activities subcontracted, (ii) the identity and contact details of the subsequent Subcontractor, and (iii) the dates of the subcontracting agreement. The Customer has a maximum of fifteen (15) days from the date of receipt of this information to give its authorization. If no response is received within the aforementioned period, the request for subsequent subcontracting is deemed to have been accepted.

The Subcontractor shall ensure that the Sub-subcontractor provides the same sufficient guarantees regarding the implementation of the technical and organizational measures required by the Regulations.

1. Transfer outside the European Union (EU)

In the event of transfer of Personal Data outside the EU, the Processor guarantees compliance with the obligations set out in CHAPTER V "Transfers of personal data to third countries or international organizations" of the Regulation.

The Subcontractor shall provide all guarantees that the Data Controller is entitled to require to ensure compliance with data transfers outside the EU in accordance with the Personal Data Regulations.

1. Right to information of data subjects

It is the responsibility of the Data Controller to provide information to the persons concerned by the Processing operations at the time of data collection.

1. Exercising individual rights

The Data Controller is responsible for responding to requests from data subjects to exercise their rights. However, the Processor will assist the Data Controller, at its request, in fulfilling its obligation to respond to requests from data subjects to exercise their rights: right of access, rectification, erasure, and objection, right to restriction of processing, right to data portability, right not to be subject to an automated individual decision (including profiling).

1. Notification of Personal Data Breaches

The Subcontractor shall notify the Data Controller by email at mathieu@airporting.com.

any breach of Personal Data as soon as possible after becoming aware of it, and in any event within a timeframe that allows the Data Controller to comply with the deadlines imposed on it by the Personal Data Regulations. This notification shall be accompanied by any useful documentation to enable the Data Controller to notify the competent supervisory authority and the data subjects of the breach, where such notifications are required by Personal Data Regulations.

1. Data Protection Officer

The Subcontractor shall provide the Data Controller with the name and contact details of its data protection officer in Appendix 4.B (Personal Data - Description of Data).

1. Disposal of Personal Data

At the end of the provision of services relating to the processing of such data, the Data Controller requires the Data Processor to undertake to destroy the Data Controller's Personal Data and to destroy all existing copies in its information systems, unless Union law or Member State law requires the retention of personal data.

1. Customer/Service Provider Account Management

The purpose of this processing is to manage the customer and Service Provider accounts of each of the Parties, such as the commercial relationship, administrative management, invoicing, handling of technical incidents, and complaint management. This processing is carried out by each of the Parties in their capacity as separate Data Controllers. This processing is necessary for the performance of the Contract and also meets the legitimate interests of each of the Parties.

The individuals concerned by this processing are the employees of each data controller.

The Personal Data concerned is the identity data of the Contact Persons: Last name – First name – Business mailing address – Business landline number – Business cell phone number – Business email address – Job title – Login credentials. This data is intended for the staff or service providers of each Data Controller who need to know it in order to perform this Contract.

The retention period for the aforementioned Personal Data is limited to three (3) years from the end of the commercial relationship between the Parties.

4.B. LIST OF PROCESSING OPERATIONS AND ASSOCIATED PERSONAL DATA

• Name and contact details of the Subcontractor's data protection officer:

Mathieu Mola, mathieu@airporting.com

Description of Treatment

The purpose(s) of this processing is: service requirements, billing and payment management, creation of your personal account, and commercial management.

Quality of the Parties

Subcontractor x                

Categories of Data Subjects' Data

Financial or quasi-financial data from invoicing, payment, banking, and payroll software

Personal Data concerned and corresponding retention period

List of Personal Data

Shelf life

Identification data

Until consent is withdrawn or 3 years after the last contact

Commercial data (billing, payment)

Until termination of the contract

Pre-accounting data, financial data, connection data, usage data, identification data

Until termination of the contract

Commercial data

Until consent is withdrawn or 3 years after the last contact

Disposal of Personal Data

Upon completion of the provision of services relating to the processing of such data, the Processor undertakes to destroy the Personal Data concerned and to destroy all existing copies in its information systems, unless Union law or Member State law requires the retention of personal data.

Transfer of Personal Data outside the EU

Prohibited  Permitted x

If authorized (list the companies concerned in the table below):

Company Name

Registration number.

Headquarters

Place of Treatment

Country

Setex Services

447746702

1 Boulevard Malesherbes, 75008 Paris

Madagascar

Madagascar

Subsequent subcontractor(s)

The Subcontractor is authorized to call upon Setex Services (hereinafter, the "Sub-subcontractor") to carry out the corresponding processing activities (list the information in the table below):

Subsubcontractor

Processing (and/or subcontracted part of the processing)

Company Name

Subcontracted part

Setex Services and its subsidiary La Tonnelle (Madagascar)

Pre-accounting data processing services

APPENDIX 5 – CERTIFICATE

AIRPORTING hereby guarantees to the Customer that it does not conceal any activity or salaried employment and that it regularly fulfills its obligations under Articles L.8251-1, L.1221-10 et seq. and R.3243-1 and R.3243-2 of the Labor Code, namely:

• that it complies with the formalities set out in Articles L.1221-10 et seq. and R.3243-1 and R.3243-2 of the Labor Code when employing employees in France, i.e., prior to hiring, the provision to employees of a pay slip stating the hours actually worked, the keeping of a payroll book and a staff register;

• that it does not employ foreigners who do not hold a permit authorizing them to work in France or in a professional category, profession, or geographical area other than those mentioned on the said permit;

• that it undertakes to comply with existing or future provisions of the Labor Code.

AIRPORTING declares that it has regularly filed all of its mandatory tax returns with the tax authorities.

AIRPORTING acknowledges that failure to comply with these provisions of the Labor Code shall justify, at the Client's initiative, the immediate and automatic termination of this contract without notice, by means of a registered letter with acknowledgment of receipt, without prejudice to any action for damages that the Client may bring against AIRPORTING in such cases.

AIRPORTING undertakes to provide the Customer, upon conclusion of this Agreement and every six (6) months during the term of the Agreement, with the documents required under Articles D. 8222-5 and D. 8254-2 of the Labor Code relating to the fight against undeclared work, namely:

• A certificate of compliance issued by the U.R.S.S.A.F. (certifying that its social security obligations and contributions are up to date, and indicating the number of employees, the total amount of declared remuneration, and contributions paid), as well as the security code enabling the Customer to verify this certificate online;
• A sworn statement confirming that all mandatory tax returns have been filed with the tax authorities as of the date of the statement;
• An extract K – bis;
• The list of foreign employees subject to work authorization (specifying for each employee: their date of hire, nationality, and the type and serial number of their work authorization in accordance with the provisions of Article L.5221-2 of the Labor Code);
• An organizational chart of the company, specifying in particular personnel management, logistical and technical resources;

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